iPower: securities offering (amended)

Cover page 60 changes

to the Securities and Exchange Commission on February 1, April 14, 2021

9 unchanged paragraphs

2399 Bateman Avenue,

3 unchanged paragraphs

2399 Bateman Avenue,

2 unchanged paragraphs

Stephen A. Weiss, Esq.

4 unchanged paragraphs

100 N. 18th Street, Suite 300

Philadelphia, PA 19103

Telephone: (202) 724-6847

Facsimile: (202) 778-6460

William L. Hughes, Esq.

Marsha Mogilevich, Esq.

Orrick, Herrington & Sutcliffe LLP

San Francisco, California 94105

8 unchanged paragraphs

If an emerging growth company,

company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [_]

3 unchanged paragraphs

A Common Stock Underlying Underwriter Warrants (5)

Total Registration Fee

Common Stock which may be issued after the date hereof as a result of stock splits, stock dividends and similar events.

416(a) of the Securities Act of 1933, as amended, this Registration Statement also covers any additional shares of Class A Common Stock which may be issued after the date hereof as a result of stock splits, stock dividends and similar events.

3 unchanged paragraphs

this Offering, we have agreed to issue to Boustead Securities LLC, as underwriter ("Boustead") warrants, exercisable in whole or in part, commencing on the closing date of the offering contemplated in this registration statement and expiring on the five-year anniversary of the effective date of this Registration Statement, representing 7% of the number of shares of Common Stock to be issued upon the sale of the Class A Common Stock issued in the offering.

5 unchanged paragraphs

is a "firm commitment" underwritten public offering of Class A common stock of iPower, Inc., a Nevada corporation (referred to herein as "we," "us," "our," "iPower," the "Registrant"

or the "Company"). We are offering [ ]

shares of our Class A Common Stock, par value $0.001 per share (the "Class A Common Stock"), for an aggregate purchase price of $ .

We expect the initial public offering price will be $[ ] per share of Class A Common Stock. We have reserved the symbol "IPW" for purposes of listing our Class A Common Stock on the Nasdaq Capital Market ("NASDAQ")

and plan to apply to list our Class A Common Stock on NASDAQ. There is no guarantee or assurance that our Class A Common Stock will be approved for listing on NASDAQ. In the event we are unable to list our shares on NASDAQ, we will not complete this offering.

Our common stock consists of both Class

A Common Stock and Class B Common Stock. As of the date of this prospectus, our current stockholders hold a total of 20,204,496 shares of Class A Common Stock and our two founders hold a total of 14,000,000 shares of Class B Common Stock. The shares of our

Class B Common Stock entitle the holder to cast 10 votes for each share at any stockholders meeting or in connection with any matter requiring stockholder consent. The Class B Common Stock is eligible to convert, at the option of the holder following the one-year anniversary of our initial public offering, into shares of Class A Common Stock at the rate of one share of Class A Common

Stock for each 10 shares of Class B Common Stock. Following the conversion, the holder shall no longer hold super voting rights.

Following the initial public offering, our Class B Common Stockholders will hold a total of approximately [ ]% voting power, due to the super voting nature of their Class B Common Stock.

We are an "emerging growth company"

Investing in our securities involves

Total Initial Public

Shares of Class A Common Stock

is an initial public offering of Class A Common Stock of iPower Inc. We are selling [ ] shares of our Class A Common Stock.

Prior to this offering,

there has been no public market for our Class A Common Stock. The initial public offering price is expected to be between $__.00 and $__.00 per share. We have applied to list our Class A Common Stock on the Nasdaq Capital Market, or Nasdaq, under the symbol "IPW."

There are 21,604,496 shares

of Class A Common Stock outstanding as of the date of this prospectus. Our two founders own an aggregate of 16,046,668 shares of

Class A Common Stock or 74.3% of the Class A Common Stock outstanding.

growth company" as defined by the Jumpstart Our Businesses Startup Act of 2012 and, as such, we have elected to comply with certain reduced public reporting requirements for this prospectus and future filings.

Investing in our Class A Common Stock

involves a high degree of risk. See " Risk Factors " starting on page 11 13 of this prospectus.

1 unchanged paragraph

We have agreed to issue, on the closing date of this offering, to Boustead Securities, LLC (the "Underwriter") warrants in an amount equal to 7% of the aggregate number of shares of Class A Common Stock sold by us in this offering (the "Underwriter

Warrants"). For a description of other terms of the Underwriter Warrants and a description of the other compensation to be received by the Underwriter, please see " Underwriting " beginning on page 65.

You should not assume that the information

contained in the registration statement to which this prospectus is a part is accurate as of any date other than the date hereof, regardless of the time of delivery of this prospectus or of any sale of the shares of Class A Common Stock being registered in that registration statement of which this prospectus forms a part.

No dealer, salesperson or any other

person is authorized to give any information or make any representations in connection with this Offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.

This offering is being conducted on

a firm commitment basis. The Underwriter is obligated to take and pay for all of the shares if any such shares are taken. We have granted the Underwriter an option for a period of 45 days from the date of this prospectus to purchase up to [

]% of the total number of our shares of Class A Common Stock being offered by us pursuant to this offering (excluding shares subject to this option), solely for the purpose of covering over-allotments, at the initial public offering price less the underwriting discount. If the underwriter exercises the option in full, the total underwriting discounts and commissions payable will be $[ ] based on an assumed offering price of $[ ] per share, and the total gross proceeds to us, before underwriting discounts and commissions and expenses, will be $[ ]. If we complete this offering, net proceeds will be delivered to us on the closing date. For further information, see the section entitled " Use of Proceeds " beginning on page 28.

The Underwriter expects to deliver

Underwriting discounts and commissions (1)

Proceeds to us (before expenses) (1)

(1) See " Underwriting " for additional information regarding underwriting compensation.

underwriters may also exercise their option to purchase up to an additional shares of Class A Common Stock at the initial public offering price, less the underwriting discount, for 45 days after the date of this prospectus.

Neither the Securities and Exchange Commission

Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares of Class A Common Stock against payment as set forth under " Underwriting, " will be ready for delivery on or about , 2021.

Roth Capital Partners

20 unchanged paragraphs

About this prospectus 11 changes

We have not, and the Underwriter has underwriters have not, authorized

not, authorized anyone to provide you with any information or to make any representation other than that contained in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus prepared we may authorize to be delivered or made available to you. We do not, and the underwriters do not, take any responsibility for, and can provide no assurance as to the reliability of, any information that others may provide to you. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. You should also read and consider the information in the documents to which we have referred you under the caption "Where You Can Find More Information" in this prospectus.

For investors outside the United States: Neither

Neither we nor the underwriters have done anything that would permit a public offering of the securities or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside of the United States.

Throughout this prospectus, unless otherwise

designated or the context suggests otherwise, all references to:

"us," "our," the "Company," "our Company" or "iPower" refers to iPower Inc., a Nevada corporation, and its subsidiaries;

"Board" or "Board of Directors" refers to the board of directors of the Company;

references to "Class A Common Stock" or "shares" shall refer solely to the Class A Common Stock, par value $0.001 per share, of iPower Inc. and gives effect to a 2-for-1 forward split of the outstanding shares of Class A Common Stock that was consummated on November 16, 2020;

phrase "this offering" or "IPO" refers to the offering contemplated in this prospectus;

reference to our financial statements, all references to "year" and "fiscal year" means June 30 th and the twelve months ended June 30 th ; and all references to "U.S. dollars," "dollars," and "$" are to the legal currency of the U.S.

Industry and market data 3 changes

certain industry data and forecasts used throughout this prospectus were obtained from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. We have not independently verified any of the data from third party sources, nor have we ascertained the underlying economic assumptions relied upon therein.

Market data and certain

industry data and forecasts used throughout this prospectus were obtained from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. We have not independently verified any of the data from third party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Similarly, internal surveys, industry forecasts and market research, which we believe to be reliable based on our management's knowledge of the industry, have not been independently verified. Forecasts are particularly likely to be inaccurate, especially over long periods of time. Statements as to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading " Risk Factors " in this prospectus.

Forward-looking statements 34 changes

2 unchanged paragraphs

Important factors that could cause such differences include, but are not limited to:

75%, of our current revenues are derived from sales of our products through third party platforms, including Amazon.com, Walmart, and eBay; any disruption to these business channels could be detrimental to our business; and potential disruption of our business and supply chain that may be caused by any conflicts or trade wars between China and the U.S. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue" or the negative of these terms or other comparable terminology. These statements are only predictions.

Important factors that could cause actual results

results to differ materially from those in the forward-looking statements include, without limitation, market acceptance of our products; our ability to protect our intellectual property rights; the impact of any infringement actions or other litigation brought against us; competition from other providers and products; our ability to develop and commercialize new and improved products and services and successfully pursue innovation; our ability to complete capital raising transactions; and other factors (including the risks contained in the section of this prospectus entitled " Risk Factors ") relating to our industry, our operations and results of operations. Actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Important factors that could cause such differences include, but are not limited to:

our inability to predict or anticipate the duration or long-term economic and business consequences of the ongoing COVID-19 pandemic;

our limited operating history;

our future results of operations;

our current and future capital requirements necessary to support our efforts to open or acquire new complimentary businesses and channels of trade;

our cash needs and financial plans;

our competitive position;

our dependence on consumer interest in growing crops with the equipment and other products that we offer;

evolving laws surrounding cannabis on a local, state and federal level;

the effectiveness of our internal controls;

our dependence on third parties to manufacture and sell us inventory;

our ability to maintain or protect the validity of our intellectual property;

our ability to innovate and develop new intellectual property to continue enhancing our product and service offerings;

our ability to protect our systems from unauthorized intrusions or theft of proprietary information;

our ability to retain key executive members;

our ability to maintain our relationships with third-party vendors and suppliers;

our ability to internally develop products and intellectual property;

expected technological advances by us or by third parties and our ability to leverage them;

our potential growth opportunities;

interpretations of current laws and the passage of future laws;

acceptance of our business model by investors;

the accuracy of our estimates regarding expenses and capital requirements;

our ability to sell additional products and services to customers;

our ability to adequately support growth;

our ability to ensure consistency in the quality of our products and supply chain;

disruption to third party sales platforms, including Amazon.com, Walmart and eBay, through which approximately 80%, of our current revenues are derived;

disruption of our business and supply chain that may be caused by any conflicts or trade wars between China and the U.S., as well as increased tariffs on the products which we import; and our anticipated uses of net proceeds from this offering.

In some cases, you can identify forward-looking

statements by terminology such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue" or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements, because they involve known and unknown risks, uncertainties, and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed in the reports we file with the SEC. Actual events or results may vary significantly from those implied or projected by the forward-looking statements due to these risk factors. No forward-looking statement is a guarantee of future performance. You should read this prospectus and the documents that we reference herein and have filed as exhibits hereto with the Securities and Exchange Commission, or the SEC, with the understanding that our actual future results and circumstances may be materially different from what we expect.

Forward-looking statements are made based on management's

on management's beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.

Prospectus summary 129 changes

prospectus, unless otherwise designated or the context suggests otherwise, all references to:

"us," "our," the "Company," "our Company"

or "iPower" refers to iPower, Inc., a Nevada corporation, and its subsidiaries;

"Board" or "Board of Directors" refers to the board of directors of the Company;

references to "Class A Common Stock" or "shares" shall refer solely to the Class A Common Stock, par value $0.001 per share, of iPower, Inc. and gives effect to a 2-for-1 forward split of the outstanding shares of Class A Common Stock that was consummated on November 16, 2020;

phrase "this offering" refers to the offering contemplated in this prospectus;

reference to our financial statements, all references to "year" and "fiscal year" means June 30 th and the twelve months ended June 30 th ;

references to "U.S. dollars," "dollars," and "$"

are to the legal currency of the U.S.

iPower, Inc. (formerly,

BZRTH, Inc.) was formed in April of 2018. We believe we are one of the largest online hydroponic equipment suppliers in the United States. We own and operate the retail website www.zenhydro.com where we sell more than 23,000 stock keeping units ("SKUs") and multiple best-selling products which enable our customers to grow vegetables, fruits and flowers, and other plants, including cannabis. The Company leases more than 72,000 square feet of floor area space across our two fulfillment centers just outside of Los Angeles, California. In addition to our website, iPower sells its products through third party distribution channels including products, marketed under the iPower and Simple Deluxe brands, include HVAC exhaust blowers, CFM duct inline fans with carbon filters and hydroponic water-resistant grow tents, grow light systems, trimming machines, pumps and many more hydroponic-related items; some of which have been designated as Amazon best seller product leaders. We currently offer approximately 3,000 proprietary, private label products to consumers. In addition to our private label products, we also carry more than 400 brands manufactured by third party vendors. We do not have any long-term distribution agreements with these vendors.

This summary highlights information

selected information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. before investing in deciding to purchase our securities, Class A Common Stock. You should carefully read this entire prospectus, including our financial statements and the related notes and the information set forth under the headings " Risk Factors " and " Management's Discussion and Analysis of Financial Condition and Results of Operations " in each case included elsewhere in this prospectus. All reference to "year" or "fiscal year" refers to our fiscal year ending June 30 th .

iPower's mission is to be the most trusted

and convenient online provider of hydroponic equipment and supplies.

iPower Inc. is one of

the largest online hydroponic equipment and accessory retailers and suppliers in North America. We have built proprietary business intelligence and enterprise resource planning software tools that help us collect and analyze data to inform business decisions across our various online platforms. We sell our products through our own website as well as online channel partners that include Amazon, Walmart and eBay.

We believe that we are

one of the largest online destinations for hydroponic products where we offer thousands of stock keeping units ("SKUs") from our in-house brands as well as hundreds of other brands through our website, www.zenhydro.com and our online platform partners all of which are fulfilled from our two fulfillment centers in southern California. We offer best-selling products and supplies at great prices which enable our customers to grow vegetables, fruits and flowers, and other plants, including cannabis. We partner with hundreds of the best and most trusted brands in the hydroponics industry, and we create and offer our own outstanding in-house branded products.

Our in-house branded

products are marketed under the iPower and Simple Deluxe brands and include advanced indoor and greenhouse grow-light systems, ventilation systems, activated carbon filters, water-resistant grow tents, trimming machines, pumps and accessories for hydroponic gardening, as well as other indoor and outdoor growing products. We currently offer more than 2,600 proprietary, in-house branded products to consumers which represented approximately 76% of our sales for the six months ended December 31, 2020. Our strategy is to supply products to two groups of customers: (i) home growers who require an online shop to fulfill their daily and weekly growing needs and (ii) commercial growers. We utilize approximately 72,000 square feet of warehouse space in California to fulfill our customers' orders.

For the year ended June

June 30, 2020, our income from operations and our income after taxes were approximately $2.91 million and $1.99 million, respectively, on total sales revenues of approximately $39.94 million. For the six months ended December 31, 2020, our income from operations and income after taxes were approximately $1.93 million and $1.34 million, respectively, on total sales revenues of approximately $26.21 million.

1 unchanged paragraph

the use of hydroponics systems, growers can achieve potentially larger crop yields, faster growth time (up to twice as fast), up to a 90% increase in water efficiency, and require a substantially smaller footprint (up to 10x more yield in the same amount of space). By using hydroponics growth systems, gardeners and growers will not be affected by unfavorable climates and soil conditions, and will not require chemical or pest control products, resulting in safer and healthier growing environments. ( See https://greenourplanet.org/benefits-of-hydroponics/ and Markets (https://www.marketsandmarkets.com/PressReleases/hydroponic.asp), in 2020 the global market for Hydroponic products is estimated at $9.5 billion and by 2025, the global market for hydroponic products is forecast to be approximately $16.6 billion, representing a compound annual growth rate of approximately 12.1%. According to Mordor Intelligence, the global hydroponics market is expanding rapidly and, as shown below, the United States represents approximately 30% of the total global hydroponics market as of 2018. While we do not know the percentage or actual usage of our products for purposes of growing cannabis or hemp-derived products, for those users who intend to use the Company's products to grow hemp-derived CBD medicinal products, the 2018 Farm Bill officially removed hemp from the list of controlled substances. According to the Brightfield Group, estimated sales of hemp-derived CBD products was approximately $22.0 billion.

in hydroponic systems have helped usher in a new age of high-yield cultivation techniques, earning hydroponics a multitude of dedicated adherents - both individual and commercial growers - globally. Hydroponics is a method of gardening in which plants (often high-value crops) are grown in an optimized solution of water and nutrients, rather than soil. This method is typically used inside greenhouses to give growers the ability to better regulate and control nutrient delivery, light, air, water, humidity, pests, and temperature. Hydroponic growers benefit from these techniques by producing crops faster and with higher crop yields per acre as compared to traditional soil-based growers. Indoor growing techniques and hydroponic products are being utilized in new and emerging industries or segments, including the growing of cannabis and hemp. In addition, vertical farms producing organic fruits and vegetables are also beginning to utilize hydroponics due to a rising shortage of farmland as well as environmental vulnerabilities including drought, other severe weather conditions and insect/pest infestations.

Hydroponic growers benefit from these techniques by producing crops faster and with higher crop yields per acre as compared to traditional soil-based growers. Indoor growing techniques and hydroponic products are being utilized in new and emerging industries or segments, including the growing of cannabis and hemp. In addition, vertical farms producing organic fruits and vegetables are also beginning to utilize hydroponics due to a rising shortage of farmland as well as environmental vulnerabilities including drought, other severe weather conditions and insect/pest infestations.

the global population surges and food sustainability becomes of greater concern, consumers are increasingly looking to the agriculture industry to adopt high-yield farming techniques such as hydroponics. It has been reported that approximately 83% of consumers take the environment into consideration when making purchases ( See Finds by Fooddive, "Consumers Still Care About Sustainability amid pandemic" (April 2020)). Through the use of hydroponics systems, growers can achieve potentially larger crop yields, faster growth time (up to twice as fast), up to a 98% increase in water efficiency, and require a substantially smaller footprint (up to 10x more yield in the same amount of space). By using hydroponics growth systems, gardeners and growers will not be affected by unfavorable climates and soil conditions, and will not require chemical or pest control products, resulting in safer and healthier growing environments. ( See https://greenourplanet.org/benefits-of-hydroponics/ ).

According to Hydroponics

- Global Market Trajectory and Analytics by Global Industry Analytics, Inc. (July 2020), in 2020 the global market for Hydroponic products was estimated at $25.2 billion and by 2027, the global market for hydroponic products is forecast to be approximately $36.3 billion, representing a compound annual growth rate of approximately 5.4%. According to Mordor Intelligence, the global hydroponics market is expanding rapidly and, North America represents approximately 30% of the total global hydroponics market as of 2018.

1 unchanged paragraph

As we believe certain

private label products, we distribute more than 400 brands manufactured by a number of different vendors. Our key suppliers include several manufacturers and distributors in the United States and China. All of the products purchased and sold on iPower's platform are applicable to indoor and outdoor growing for organics, greens, and plant-based medicines.

unknown number of our end users are in the business of growing cannabis, we believe we have benefited from the nationwide efforts to legalize marijuana at the state level. To date, a total of 47 44 states plus the District of Columbia ("D.C.") have legalized cannabis in one form or another. with To date, 15 states plus D.C. have legalizing legalized marijuana for adult use, including both medicinal and recreational, 20 states having have legalized marijuana for medical purposes only, and 12 states have legalized the use of CBD oil (a concentrated form of hemp extract) only. According to the 2019 US Cannabis Cultivation Report published by New Frontier Data, United States cultivation output is expected to grow from 29.8 million pounds in 2019 to 34.4 million pounds by 2025. From 2018-2022, the estimated combined totals of cannabis product retail sales are estimated at $46.7 $42.95 billion for recreational use and $37.7 $27.3 billion for medical use. We intend to leverage the growth of cannabis and CBD products, in tandem with its increased legalization, to further build our brand and promote our hydroponics equipment and products within the cannabis community.

We believe that the growth

growth in licensed cannabis cultivation facilities and the increase in organically grown produce will increase the general demand for hydroponics products. Further, we believe our dedication to providing consumers with innovative and cutting-edge products tailored to their individual needs, combined with our industry knowledge and customer service, has positioned iPower to take advantage of the domestic and international growth anticipated for hydroponic products.

We supply hydroponics

equipment and accessories made up of both our in-house brands as well as third party brands through multiple online and offline channels.

Our Online Platforms

1 unchanged paragraph

www.Zenhydro.com, as well as the various third-party e-commerce channels we use, such as Amazon, eBay and Walmart.com, offers consumers thousands of products including, without limitation, nutrients, growing media, advanced indoor and greenhouse lighting, ventilation systems, activated carbon filters and accessories for hydroponic gardening, as well as other indoor and outdoor growing products, that serve various purposes and are designed and intended for growing a wide range of plants.

We continue to develop

Distribution Channel

From our two Los Angeles-based

fulfillment centers, we have built a supply chain that spans across the United States. Our fulfillment centers ship directly to a farm or home, as well as to various commercial hydroponics stores across the country. Additionally, we have fostered relationships with recognized commercial shipping enterprises to allow us to deliver directly to consumers.

Products and Private Label Strategy

sale of third-party products, we are actively engaged in the continued development of a line of private label products that we sell through our e-commerce platform under brands that we own. We intend to continue to develop and introduce additional private label products in 2020 and 2021 and believe that by expanding our private label offerings, which tend to carry higher margins, we will be able to positively impact our margins and profitability in the near term.

iPower-Owned (Inhouse) Brands vs Third-party Brands

have a number of strategic advantages over our competitors including the following:

Logistics. Through our management's combined over 10 years of operational and industry experience, we have developed a strong management and operations team with proven capabilities.

Superior Quality. We offer consumers superior quality products at affordable price points.

Product diversity. Our e-commerce platform, Zenhydro.com, provides our customers a one-stop shopping experience for botanical enthusiasts of all sizes.

Unparalleled customer support. Our knowledgeable operations team has years of horticultural experience and is available to our consumers through our e-commerce platform to help them choose the best products available to meet their needs.

Risks Associated with our Business

Investing in our securities

our e-commerce platform, www.zenhydro.com, , which is designed to provide customers a convenient as well as the various third-party e-commerce channels we use, such as Amazon, eBay and seamless means Walmart.com, offer consumers thousands of shopping when, how, products including, without limitation, nutrients, growing media, advanced indoor and where they feel most comfortable. greenhouse lighting, ventilation systems, activated carbon filters and accessories for hydroponic gardening, as well as other indoor and outdoor growing products, that serve various purposes and are designed and intended for growing a wide range of plants. Our e-commerce platform www.zenhydro.com provides consumers with 24/7 availability of products and the ability to create unique hydroponic systems customized to their specific environment, needs and demands. Our platform enables customers to shop from the comfort of their home, access product descriptions, reviews and pictures of all products that we make available for sale. Our sales team understands the frustrations and problems associated with indoor and outdoor gardening and cultivation and are available to assist in tailoring the products and services we offer to each individual's needs and to recommend the right products based on each individual customer's goals. We believe that our e-commerce approach will result in a seamless and convenient shopping experience for our customers and will drive financial results.

Our Value Proposition to Customers

Our value proposition

to customers is driven by our broad selection of high quality third party and in-house branded products at competitive prices, an easy and enjoyable shopping experience, fast and reliable delivery options, and a strong commitment to customer service.

In-House Brands - iPower and Simple Deluxe

more than 2,600 proprietary, in-house branded products under the brands, iPower and Simple Deluxe. Our top four product segments include advanced indoor and greenhouse grow-light systems, ventilation systems, activated air filtering devices and trimming accessories. The sale of our in-house branded products represented approximately 76% of our sales for the six months ended December 31, 2020, even while representing approximately 12% of our SKUs for calendar year 2020. We are actively engaged in the continued development of our in-house branded products. For the years ended, June 30, 2019 and 2020, we launched 527 new products and 679 new SKUs, respectively. We intend to continue to develop and introduce additional in-house branded products in 2021 and believe that by expanding our in-house brands, which tend to carry higher margins (45% for the 2020 calendar year), we will be able to positively impact our margins and profitability in the near term.

variety of third-party products, including advanced indoor and greenhouse grow-light systems, ventilation systems, activated carbon filters, nutrients, growing media, hydroponic water-resistant grow tents, trimming machines, pumps and accessories for hydroponic gardening, as well as other indoor and outdoor growing products. Our supply chain includes tens of thousands of SKUs across multiple product lines. Many of our products are consumables leading to repeat orders by our customers. Consumable products are mainly nutrients and additives that are fed to plants on a recurring basis. Our strategy is to supply products to two groups of customers:

(1) (i) home growers who require an online shop to fulfill their daily and weekly growing need needs and (2) (ii) commercial growers.

Monthly Sales of iPower-and

Simple Deluxe Branded Products vs Third-Party Products

with more than 100 suppliers. Our key suppliers include manufacturers and distributors based in the United States and China. The top five vendors in the US account for 27.4% of our supply costs, while the top five China vendors account for some 40.6% of our supply costs, with no single supplier constituting more than 23.0% of our total supply costs. They supply and produce more than 22,000 SKUs that include both our in-house branded products and third-party products.

We have a diverse customer

customer base, ranging from green-thumbed individuals engaging in horticulture as a leisurely pastime to commercial users. We cater primarily to home cultivators growing specialty crops, including cannabis and hemp, along with organic herbs and leafy green vegetables. However, we believe that both types of growers choose to source their hydroponic gardening supplies from us because we understand their specific needs and employ customer support with the requisite expertise to serve expert growers and cultivators by helping them reduce any potential challenges they may encounter in utilizing hydroponic products to grow their crops. Based on a review of our customer profile, we believe that we are well positioned to benefit from the growth in the overall hydroponic market. In addition, while we will continue to sell to certain customers on a wholesale basis, we believe that the highly fragmented hydroponics retail market presents us with a significant opportunity to take advantage of our online retailing model and expand our online footprint.

Distribution Facilities

We currently operate two

Los Angeles-based fulfillment centers. We have built a supply chain with recognized commercial carriers that deliver directly to customers across North America.

Our Strategic & Competitive Advantages

have a number of strategic advantages that will enable us to maintain and expand our position as a leading online retailer and supplier of hydroponic products which include the following:

Comprehensive product offering at competitive prices. We

currently offer more than 22,000 SKUs, which represent the best and most popular products used in the hydroponics industry. We have developed proprietary pricing tools and formulas, which have been refined through management's 10-year data collection period.

Data and technology driven culture. Founded by

two software engineers, our management has approached ecommerce with a data first mindset, utilizing in-house technology throughout the business to streamline operations, enhance product development and spark innovation.

Experienced ecommerce capabilities. We sell direct-to-consumer through online partners such as Amazon, Walmart and eBay, as well as through our own website, zenhydro.com, where we aim to offer a "best-in-class" shopping experience and superior technical support. Further, using our proprietary algorithms, we are able to monitor sales and keyword volumes for top listed products, which allows us to identify and test new opportunities to meet specific sales volume and margin requirements.

First-class e-commerce platform. Extensive backend capabilities. Our in-house customized order processing system has achieved high efficiency and a low error rate, integrating multiple channels of online selling platform allowing customers to get what they need regardless of where they may reside 24/7.

Sophisticated Fulfillment Centers. We utilize

our own fulfillment centers located on the west coast. We have the capacity within our fulfillment operations to address significant increases in volume. Through sophisticated inventory planning processes, our software verifies mature SKUs that are in-stock, including measuring product order size, manufacturer's reserve requirements and product stocking, allowing us to anticipate SKU ordering in advance and create a more predictable cash flow.

Diversified and growing customer base. We sell to both commercial and home cultivators and residential gardeners and hobbyists constitute a significant portion of our customer base.

Private Label. Extensive in-house brands. We believe that our private label in-house branded products, including our iPower and Simple Deluxe brands, are among the leading online hydro sales hydroponic brands.

1 unchanged paragraph

3 unchanged paragraphs

4 unchanged paragraphs

4 unchanged paragraphs

1 unchanged paragraph

and 49 more changes in the filing

The offering 26 changes

Class A Common Stock we are offering

Up to [ ] shares of Class A Common Stock

1 unchanged paragraph

14,000,000 shares of Class B Common

Shares of common stock outstanding before this offering

] 21,604,496 shares of Class A Common Stock

Shares of Class A Common Stock outstanding after this offering

Up to [ ] shares of Class A Common Stock (1)(2)(3)

1 unchanged paragraph

from the offering to (i) expand our current operations, (ii) acquire complimentary businesses, and (iii) for working capital and other general corporate purposes.

(1) Gives effect to a 2-for-1

(4) Our Class B Common Stock, which is held solely by our two founders, Chenlong Tan and Allan Huang, is subject to super-voting rights such that the Class B Common Stock votes together with holders of our Class A Common Stock and the holders of Class B Common Stock may cast 10 votes for each one share of Class B Common Stock held by them at any regular or special meetings of shareholders or in connection with any consents required to be given by our shareholders. One year after completion of this offering, our Class B Common Stock will be eligible to be converted at any time at the option of the holders into Class A Common Stock on the basis of one share of Class A Common Stock for each 10 shares of Class B Common Stock, such that on an as-converted basis 1,400,000 additional shares of Class A Common Stock should be added to arrive at a fully diluted total of outstanding Class A Common Stock.

(5) In the event we are unable to list our shares on NASDAQ, we will not complete this offering.

Unless otherwise stated

We have granted a 45-day option to the underwriters, exercisable one or more times in whole or in part, to purchase up to an additional _________ shares of Class A Common Stock.

Our net proceeds from this offering, after deducting

after deducting offering expenses payable by us at closing (including underwriter discounts and commissions), of approximately $________, will be approximately $____________.

We intend to use the net proceeds from

the offering to (i) expand our current ecommerce platform, inventory (including capitalizing on the ability to make bulk purchases), operations (including improving analytics and expanding our online sale platform), research and development, and intellectual property portfolio, (ii) acquire complimentary businesses, and (iii) for general corporate purposes. See "Use of Proceeds."

Proposed Nasdaq Symbol

An investment in our securities involves a high degree of risk. See " Risk Factors " beginning on page 11 13 of this prospectus and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our Class A Common Stock.

Gives effect to a 2-for-1 forward split of our outstanding shares of Class A Common Stock, consummated on November 16, 2020.

forward split of our outstanding shares of Class A Common Stock, consummated on November (2) Does not include (i) 2,145 shares of Series A convertible preferred stock issuable upon exercise of a five-year warrant held by Boustead Securities, LLC ("Boustead"), which warrant was issued to Boustead as compensation for acting as placement agent for our Series A convertible preferred stock offering; and (ii) [ ] shares of Class A Common Stock issuable upon exercise of a five-year warrant held by Boustead, which warrant was issued to Boustead as compensation for acting as placement agent in our Convertible Note offering.

Does not include (i) 34,500

(3) Does not include (i) 34,500 shares of Series A convertible preferred stock, which shares will automatically convert into [ ] shares of Class A Common Stock upon completion of this initial public offering (the "Offering"); (ii) $3,000,000 in 6% convertible notes due January 27,2022 27, 2022 (the "Convertible Notes"), which will automatically convert upon completion of this offering into Class A Common Stock at a conversion price equal to the lesser of (a) $___ per share, representing a 30% discount to the public offering price per share of the Class A Common Stock in this offering, or (b) $_____ per share, representing a 30% discount to the price per share equal to dividing $200 million by the total number of (x) outstanding shares of Class A Common Stock immediately prior to the completion of the IPO, (y) the number of Class A Common Stock issuable upon conversion of the 34,500 shares of Series A Preferred Stock, and (z) the number of Class A Common Stock issuable upon conversion of all outstanding Convertible Notes; (iii) three-year warrants entitling the holders to purchase _________ shares of Class A Common Stock, which equals 80% of the number of shares of Class A Common Stock issuable upon conversion of the Convertible Notes; or (iv) approximately [ ] restricted stock units which will be issuable to certain of our employees and directors under our 2020 Equity Incentive Plan upon the completion of this Offering and will be subject to certain vesting conditions.

(iii) three-year warrants entitling the holders to purchase _________ shares of Class A Common Stock, which equals 80% of the number of shares of Class A Common Stock issuable upon conversion of the Convertible Notes; or (iv) approximately [ ] restricted stock units which will be issuable to certain of our employees and directors under our 2020 Equity Incentive Plan upon the completion of this offering and will be subject to certain vesting conditions.

2021, we had two classes of authorized common stock, Class A Common Stock and Class B Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock were identical, except with respect to voting, dividends, liquidation, conversion, and transfer rights. Each share of Class A Common Stock was entitled to one vote per share and each share of Class B Common Stock was entitled to 10 votes per share . Prior to April 14, 2021, our current stockholders owned a total of 20,204,496 shares of Class A Common Stock and our two founders owned a total of 14,000,000 shares of Class B Common Stock. On April 14, 2021, our two founders converted all of the shares of Class B Common Stock into 1,400,000 additional shares of Class A Common Stock, bringing their total ownership to an aggregate of 16,046,668 shares of Class A Common Stock or 74.3% of the 21,604,496 shares of Class A Common Stock outstanding as of the date of this prospectus. We also amended and restated our articles of incorporation to permit the immediate conversion of the Class B Common Stock and to eliminate any future issuances of Class B Common (5) In the event we are unable to list our shares on NASDAQ, we will not complete this offering.

otherwise stated or if context so requires, all information in this prospectus assumes that the over-allotment option to purchase $[ ] additional shares of Class A Common Stock that we have granted to the Underwriter underwriters is not exercised.

Summary consolidated and combined financial data 20 changes

Our historical results are not necessarily indicative of our results in any future period and results from our interim period may not necessarily be indicative of the results of the entire year.

following tables set forth our summary historical consolidated and combined financial data as of, and for the periods ended on, the dates indicated. The summary consolidated and combined statements of operations data as of and for the years ended June 30, 2020 and 2019 are derived from our audited consolidated and combined financial statements and notes t hat are included elsewhere in this prospectus . We have derived the following unaudited condensed consolidated financial and other data as of December 31, 2020 and for the three six months ended September 30, December 31, 2020 and 2019 from our unaudited interim condensed consolidated financial statements and notes thereto included elsewhere in this prospectus. We have prepared the unaudited condensed consolidated and combined financial statements in accordance with generally accepted accounting principles (GAAP) and on the same basis as our audited consolidated and combined financial statements, and have included all adjustments, consisting of only normal recurring adjustments that, in our opinion, we consider necessary for a fair statement of the consolidated and combined financial information set forth in those statements. Our historical results are not necessarily indicative of our results in any future period and results from our interim period may not necessarily be indicative of the results of the entire year.

The following summary consolidated

consolidated and combined financial data should be read together with the information under the caption " Management's Discussion and Analysis of Financial Condition and Results of Operations " and our audited consolidated and combined financial statements and related notes and our unaudited interim condensed consolidated financial statements and the notes thereto appearing elsewhere in this prospectus. The summary consolidated and combined financial data in this section are not intended to replace our audited consolidated and combined financial statements and our unaudited condensed consolidated financial statements and, in each case, the related notes and are qualified in their entirety by the consolidated and combined such financial statements and related notes included elsewhere in this prospectus.

1 unchanged paragraph

For the three months ended

3 unchanged paragraphs

Income Earnings per share, basic

Income Earnings per share, diluted

2 unchanged paragraphs

* On October 20, 2020, the Company issued

October 20, 2020, the Company issued to its Founders 14,000,000 shares of the Company's Class B Common Stock. The issuance was considered as a nominal issuance, in substance a recapitalization transaction, which was recorded and presented retroactively as outstanding for all reporting periods. The computation of basic and diluted earnings per share, or EPS, did not include the Class B Common Stock as the holders of Class B Common Stock have no dividend or liquidation right until such time as their shares of Class B Common Stock have been converted into Class A Common Stock.

On April 14, 2021, the two Founders converted

all of the shares of Class B Common Stock into 1,400,000 additional shares of Class A Common Stock, bringing their total ownership to an aggregate of 16,046,668 shares of Class A Common Stock or 74.3% of the 21,604,496 shares of Class A Common Stock outstanding as of the date of this prospectus. The Company also amended its articles of incorporation to permit the immediate conversion of the Class B Common Stock and to eliminate any future issuances of Class B Common Stock. After giving effect of the conversion, below is the EPS at a pro forma basis including the 1,400,000 shares of Class A Common Stock:

Unaudited pro forma earnings per share:

For the six months ended

Earnings per share, basic

Earnings per share, diluted

Weighted average Class A Common Stock outstanding, basic

Weighted average Class A Common Stock outstanding, diluted

Unaudited pro forma outstanding shares:

Class B Common Stock outstanding at a pro forma basis was 0 as of December 31, 2020 and June 30, 2020, respectively.

Class A Common Stock outstanding at a pro forma basis was 21,604,496 and 21,604,496 as of December 31, 2020 and June 30, 2020, respectively.

Risk factors 337 changes

If any of the possible events described below actually occur, our business, business prospects, cash flow, results of operations or financial condition could be harmed. In this case, the trading price of our common stock could decline, and you might lose all or part of your investment.

An investment in our securities

our securities involves a high degree of risk. You should carefully consider the risks described below and all of the other information contained in this prospectus and in any free writing prospectuses prepared by or on behalf of us or to which we have referred you, including our consolidated and combined financial statements and the related notes and " Management's Discussion and Analysis of Financial Condition and Results of Operations " before deciding whether to invest in our securities. If any of the possible events described below actually occur, our business, business prospects, cash flow, results of operations or financial condition could be harmed. In this case, the trading price of our common stock could decline, and you might lose all or part of your investment.

The following is a discussion

a discussion of the risk factors that we believe are material to us at this time. These risks and uncertainties are not the only ones facing us and there may be additional matters that we are unaware of or that we currently consider immaterial. All of these could adversely affect our business, results of operations, financial condition and cash flows.

1 unchanged paragraph

We sell proprietary brand offerings, as

as well as third party brands, which could expose us to various risks.

We rely on different intellectual

property rights, including trade secrets and trademarks and the strength of our proprietary brands, which we consider important to our business. If we are unable to protect or preserve the value of our intellectual property rights for any reason, or if we fail to maintain our brand image due to actual or perceived product or service quality issues, adverse publicity, governmental investigations or litigation, or other reasons, our brand and reputation could be damaged and our business may be harmed.

Although we believe that our

that our proprietary brand products offer significant value to our customers at each price point and provide us with higher gross margins than sales of comparable third-party branded products, expanding our proprietary brand offerings also subjects us to certain specific risks in addition to those discussed elsewhere in this section, such as:

1 unchanged paragraph

we may not be able to effectively protect the intellectual property, design patents and copyrights associated with our products;

the measures we take

may not effectively or sufficiently protect and/or maintain the intellectual property, and proprietary rights associated with our products and business;

1 unchanged paragraph

our ability to successfully

our ability to successfully innovate and obtain, maintain, protect and enforce our intellectual property and proprietary rights (including defending against counterfeit, knock offs, grey-market, infringing or otherwise unauthorized goods); and our ability to successfully navigate and avoid claims related to the intellectual property and proprietary rights of third parties, which, if successful, could force us to modify or discontinue products, pay significant damages or enter into expensive licensing arrangements with the prevailing party, in addition to other harm, including to our reputation or financial results.

An increase in sales of our

of our proprietary brands may also adversely affect our sales of the products of certain of our vendors which may, in turn, adversely affect our relationship with such vendors. Our failure to adequately address some or all of these risks could have a material adverse effect on our business, results of operations and financial condition.

2 unchanged paragraphs

In addition, the development and introduction of new and products and product innovations require substantial research, development, and marketing expenditures, which we may be unable to recoup if such new products or innovations do not achieve market acceptance.

Our business should be viewed in light of these risks, challenges and uncertainties.

An estimated 75% of our sales are

Our products compete against

against national and regional products and private label in-house branded products produced by various suppliers, many of which are established companies that provide products that perform functions similar to our products. Our competitors may develop or market products that are more effective or commercially attractive than our current or future products. Some of our competitors have substantially greater financial, operational, marketing, and technical resources than we do. Moreover, some of these competitors may offer a broader array of products and sell their products at prices lower than ours and may have greater name recognition. In addition, if demand for our specialty indoor gardening supplies and products continues to grow, we may face competition from new entrants into our field. Due to this competition, there is no assurance that we will not encounter difficulties in generating or increasing revenues and capturing market share. In addition, increased competition may lead to reduced prices and/or margins for products we sell. We may not have the financial resources, relationships with key suppliers, technical expertise or marketing, distribution or support capabilities to compete successfully in the future.

We may not successfully develop new products

new products or improve existing products or maintain our effectiveness in reaching consumers through rapidly evolving communication vehicles.

Our future success depends,

depends, in part, upon our ability to improve our existing products and to develop, manufacture and market new products to meet evolving consumer needs. We cannot be certain that we will be successful in developing, manufacturing and marketing new products or product innovations which satisfy consumer needs or achieve market acceptance, or that we will develop, manufacture and market new products or product innovations in a timely manner. If we fail to successfully develop, manufacture and market new products or product innovations, or if we fail to reach existing and potential consumers, our ability to maintain or grow our market share may be adversely affected, which in turn could materially adversely affect our business, financial condition and results of operations. In addition, the development and introduction of new products and product innovations require substantial research, development, and marketing expenditures, which we may be unable to recoup if such new products or innovations do not achieve market acceptance.

Many of the products we distribute

we distribute and market, such as our fertilizers and nutrients, contain ingredients that are subject to regulatory approval or registration with certain U.S. state regulators. The need to obtain such approval or registration could delay the launch of new products or product innovations that contain ingredients or otherwise prevent us from developing and manufacturing certain products and product innovations.

The COVID-19 pandemic

pandemic and the efforts to mitigate its impact may have an adverse effect on our business, liquidity, results of operations, financial condition and price of our securities.

The pandemic involving the

the novel strain of coronavirus, or COVID-19, and the measures taken to combat it, may have certain and adverse effects on our business. Public health authorities and governments at local, national and international levels have announced various measures to respond to this pandemic. Some measures that directly or indirectly impact our business include:

Some measures that directly or indirectly impact our business include:

voluntary or mandatory quarantines;

restrictions on travel; and

limiting gatherings of people in public places.

Although we have been deemed

deemed an "essential" business by state and local authorities in the areas in which we operate, we have undertaken the following measures in an effort to mitigate the spread of COVID-19 including limiting business hours, and encouraging employees to work remotely if possible. We also have enacted our business continuity plans, including implementing procedures requiring employees to work remotely where possible which may make maintaining our normal level of corporate operations, quality controls and internal controls difficult. Moreover, the COVID-19 pandemic has caused temporary or long-term disruptions in our supply chains and/or delays in the delivery of our inventory. Further, the COVID-19 pandemic and mitigation efforts have also adversely affected our customers' financial condition, resulting in reduced spending for the products we sell.

Moreover, the COVID-19 pandemic has caused temporary or long-term disruptions in our supply chains and/or delays in the delivery of our inventory. Further, the COVID-19 pandemic and mitigation efforts have also adversely affected our customers' financial condition, resulting in reduced spending for the products we sell.

As events are rapidly changing,

changing, we do not know how long the COVID-19 pandemic and the measures that have been introduced to respond to it will disrupt our operations or the full extent of that disruption. Further, once we are able to restart normal business hours and operations doing so may take time and will involve costs and uncertainty. We also cannot predict how long the effects of COVID-19 and the efforts to contain it will continue to impact our business after the pandemic is under control. Governments could take additional restrictive measures to combat the pandemic that could further impact our business or the economy in the geographies in which we operate. It is also possible that the impact of the pandemic and response on our suppliers, customers and markets will persist for some time after governments ease their restrictions. These measures have negatively impacted, and may continue to impact, our business and financial condition as the responses to control COVID-19 continue.

These measures have negatively impacted, and may continue to impact, our business and financial condition as the responses to control COVID-19 continue.

We have a limited operating history on which

on which to evaluate our business or base an investment decision.

Our business prospects are

are difficult to predict given our limited operating history and unproven business strategy. While we inherited in 2018 the business of our predecessor entity, BizRight LLC, an entity that we acquired certain assets and assumed certain liabilities from. We did not begin operations under iPower Inc. (formerly BZRTH Inc.) until our formation in April 2018. Thereafter, we launched our e-commerce platform, Zenhydro.com, where we sell our own private label in-house branded products, marketed under the iPower and Simple Deluxe brands, and provide distribution for over 400 hundreds of other brands manufactured by a number of third-party vendors. Accordingly, the operation of our e-commerce platform, branding and marketing of our own private label in-house branded products, and our relationships with third-party vendors and suppliers has been limited. If we are unable to effectively maintain our relationships with third-party vendors and suppliers, manage our e-commerce operations, as well as other sales platforms/distribution network, our business is unlikely to succeed. Our business should be viewed in light of these risks, challenges and uncertainties.

estimated 80% of our sales are carried out through third party platforms, including Amazon.com, Walmart, and eBay; any disruption in our selling efforts on such third party platforms could substantially disrupt our business.

our own website, www.Zenhydro.com , as well as our offline wholesale department, which together account for approximately 25% 20% of our sales, a large percentage of our overall sales, or approximately 75% in fiscal 2020, 80%, occurred on third party platforms such as Amazon.com, Walmart, and eBay . As such, should we experience a disruption in our sales on third party platforms, or should such third party platforms somehow come to rank us unfavorably or fail to list our products, this could negatively affect our overall sales and, thus, negatively impact our overall revenues.

Many of our suppliers are experiencing operational

experiencing operational difficulties as a result of COVID-19, which in turn may have an adverse effect on our ability to provide products to our customers. Any disruption in our supply chain, increase in shipping costs, and the consistency and availability of our supply chain, could negatively affect our revenues and overall business strategy.

The measures being taken to

taken to combat the pandemic are impacting our suppliers and may destabilize our supply chain. For example, manufacturing plants have closed and work at others has been curtailed in many places where we source our products. Some of our suppliers have had to temporarily close a facility for disinfecting after employees tested positive for COVID-19, and others have faced staffing shortages from employees who are sick or apprehensive about coming to work. Further, the ability of our suppliers to ship their goods to us has become difficult as transportation networks and distribution facilities have had reduced capacity and have been dealing with changes in the types of goods being shipped, all of which may cause increase in shipping costs and affect the availability of inventories to meet our sales demand.

6 unchanged paragraphs

We rely heavily on our access to the China

the China markets for the production of our products; should U.S. and China trade relations further deteriorate, and should the ongoing trade war continue, our supply chain, and thus our operations and revenues, could be subject to deleterious effects.

1 unchanged paragraph

and hydroponic product industry is highly competitive. We may compete with companies that have greater capital resources and facilities.

Our success also depends on our ability to continue to attract, retain and motivate highly skilled junior, mid-level and senior personnel.

on manufacturers in China to produce many of the goods we sell in that approximately 45% 50% of the products we purchased for resale in fiscal during the 2020 calendar year were manufactured in and imported from China. At present, we have 16 suppliers in the United Stated U.S. and 98 suppliers in China. The U.S. and China have been involved in ongoing trade disputes, resulting in increased tariffs when such goods arrive in the U.S., among other things. Any changes in U.S. trade policy, or an escalation in the ongoing trade disputes, could trigger retaliatory actions, resulting in 'trade wars' and an increase costs for goods imported into the United States. Such actions could disrupt our supply chain. In addition, increased tariffs could, in turn, reduce customer demand for such products as such tariffs could cause us to have to increase the price at which we sell our goods, or it could result in trading partners limiting their trade with the United States. To date, iPower has absorbed some of the costs related to increased tariffs. However, should we be unable to continue to absorb such costs, or should we need to pass all such costs on to consumers, such increase could cut into our competitive advantage and our volume of sales activity in the United States could be materially reduced. Any such reduction may materially and adversely affect our sales and our business.

We face intense competition that could prohibit

could prohibit us from developing or increasing our customer base.

The specialty gardening and

hydroponic product industry is highly competitive. We may compete with companies that have greater capital resources and facilities. More established gardening companies with much greater financial resources which do not currently compete with us may be able to easily adapt their existing operations to sell hydroponic growing equipment. Our competitors may also introduce new hydroponic growing equipment, and manufacturers may sell equipment direct to consumers. Due to this competition, there is no assurance that we will not encounter difficulties in increasing revenues and maintaining and/or increasing market share. In addition, increased competition may lead to reduced prices and/or margins for products we sell.

If we need additional capital to fund the

fund the expansion of our operations, we may not be able to obtain sufficient capital on terms favorable to us and may be forced to limit the expansion of our operations.

In connection with our growth

our growth strategies, we may experience increased capital needs and accordingly, we may not have sufficient capital to fund the future expansion of our operations without additional capital investments. There can be no assurance that additional capital will be available to us on terms favorable to us or at all. If we cannot obtain sufficient capital to fund our expansion, we may be forced to limit the scope of our acquisitions and growth prospects.

Our business depends substantially on the

on the continuing efforts of our executive officers and our business may be severely disrupted if we lose their services.

Our future success depends

depends substantially on the continued services of our executive officers, especially our Chairman, Chief Executive Officer President and Interim Chief Financial Officer, President, Chenlong Tan. We do not presently maintain key man life insurance on any of our executive officers and directors, although we intend to obtain such insurance in the near future. If one or more of our executive officers are unable or unwilling to continue in their present positions, we may not be able to replace them readily, if at all. The loss of any of our executive officers could cause our business to be disrupted, and we may incur additional and unforeseen expenses to recruit and retain new officers.

If we are not successful in attracting and

and retaining highly qualified personnel, we may not be able to successfully implement our business strategy.

Our ability to compete in

in the highly competitive hydroponics and gardening industry depends in large part upon our ability to attract highly qualified managerial and sales personnel. In order to induce valuable employees to come and work for us and to remain with us, we may provide employees with stock options, restricted stock, restricted stock units that vest over time. The value to employees of such incentive stock and stock options that vest over time will be significantly affected by movements in our stock price that we will not be able to control and may at any time be insufficient to counteract more lucrative offers our employees may receive from other companies. Our success also depends on our ability to continue to attract, retain and motivate highly skilled junior, mid-level and senior personnel. Certain of our executive officers have employment agreements but these agreements do not guarantee us the continued services of such employees. Further, we do not currently offer any health care or retirement benefits to any of our employees, and many of our more established competitors may offer more competitive compensation packages for the kind of personnel that is critical to our company's survival and success.

If we have difficulty identifying, attracting, hiring, training and retaining such qualified personnel, or incur significant costs in order to do so, our business and financial results could be negatively impacted. For example, offering competitive compensation packages may significantly increase our operating expenses and negatively impact our gross profits. Further, the loss of our executive officers or our other key personnel, particularly with little or no notice, could cause delays on business developments and projects and could have an adverse impact on our customers and industry relationships, our business, operating results or financial condition.

In order to increase our sales and marketing

marketing infrastructure, we will need to grow the size of our organization, and we may experience difficulties in managing this growth.

As we continue to work to

work to increase our presence across the market landscape, we will need to expand the size of our employee base for managerial, operational, sales, marketing, financial, human resources and other areas of specialization. Future growth would impose significant added responsibilities on members of management, including the need to identify, recruit, maintain, motivate, and integrate additional employees. In addition, our management may have to divert a disproportionate amount of its attention away from our day-to-day activities and devote a substantial amount of time to managing these growth activities. Our future financial performance and our ability to continue to grow our operation and effectively compete in the hydroponics industry will depend in part on our ability to effectively manage any future growth.

2 unchanged paragraphs

We sell hydroponic gardening

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

6 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

and 257 more changes in the filing

Use of proceeds 7 changes

We have based this estimate on assumptions that may prove to be wrong and we could use our available capital resources more quickly than currently anticipated.

We estimate that the net proceeds

net proceeds from this offering will be approximately $[ ], after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by the Company. If the Underwriter exercises its underwriters exercise their over-allotment option to purchase additional shares in full, we estimate that our net proceeds will be approximately $[ ], after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net

net proceeds from this offering primarily to expand our e-commerce platform, inventory (including capitalizing on the ability to make bulk purchases), operations (including improving analytics and expanding our online sales platforms), research and development, intellectual property portfolio and for general corporate purposes, including strategic acquisitions that will allow us to increase our retail brands, expand geographically and target the commercial hydroponic market. The timing and amount of our actual expenditures will be dependent on several factors, including cash flows from operations and the anticipated growth of our enterprise. We have not yet determined the amount of net proceeds to be used specifically for any particular purpose or the estimated timing of such expenditures. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds obtained from this offering. Pending their use, we intend to invest the net proceeds from this offering in short-term, investment-grade, interest-bearing instruments.

We believe that the net proceeds

net proceeds from this offering, together with our existing cash on hand, cash equivalents and investments, will enable us to fund our operations, acquisitions and continued growth and development through at least the next [ ] months. We have based this estimate on assumptions that may prove to be wrong and we could use our available capital resources more quickly than currently anticipated.

Capitalization 12 changes

2 unchanged paragraphs

on an as-adjusted basis to give effect to (i)

to give effect to (i) the sale of $[ ]

of shares of Class A Common Stock in this offering at the assumed public offering price of $[ ] per share, (ii) the conversion into Class A Common Stock of (a) 34,500 shares of series A convertible preferred stock sold in the December 2020 private placement, and (b) all outstanding 6% convertible notes sold in the January 2021 private placement, and (c) all outstanding shares of Class B Common Stock on a 10:1 basis, and (iii) the vesting of [ ] shares of Restricted Stock Units, which units will be issuable to certain of our employees and directors under our 2020 Equity Incentive Plan following completion of this offering, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The adjusted information below

below is illustrative and our capitalization following the completion of this offering is subject to adjustment based on the actual public offering price of our Class A Common Stock and other terms of this offering determined at pricing.

You should read this table

table together with " Management's Discussion and Analysis of Financial Condition and Results of Operations ," " Description of Capital Stock " and our consolidated and combined and combined financial statements and related notes included elsewhere in this prospectus.

4 unchanged paragraphs

Class A Common Stock, par value $0.001 per share; 166,000,000 authorized shares, 21,604,496 shares issued and outstanding, actual and ________ shares, as adjusted;

Additional paid-in capital

Total stockholders' equity

Total Capitalization

Class A Common Stock, par value $0.001 per share; 166,000,000 authorized shares, 20,204,496 shares issued and outstanding, actual; Class B Common Stock, par value $0.001 per share, 14,000,000 authorized shares; 14,000,000 shares issued and outstanding, as adjusted; "blank check" preferred stock, par value $0.001 per share; 20,000,000 authorized shares, 0 shares issued and outstanding Additional paid-in capital $ $ Accumulated deficit $ ( ) $ ( ) Total stockholders' equity $ $ Total Capitalization $ $ If the Underwriter exercises its underwriters exercise their over-allotment option in full, as adjusted, cash, cash equivalents and investments, additional paid-in capital, total stockholders' equity, total capitalization and shares of Class A Common Stock outstanding as of _______, 2020 would be $[ ], $[ ], $[ ], and [ ] shares, respectively.

1 unchanged paragraph

Dilution 14 changes

1 unchanged paragraph

Our net tangible book value

value as of September 30, December 31, 2020 was approximately $3.62 $4.28 million, or $0.18 $0.21 per share. Net tangible book value per share is determined by dividing our total tangible assets, less total liabilities, by the number of shares of our common stock outstanding as of September 30, December 31, 2020. Dilution with respect to net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of common stock in this offering and the net tangible book value per share of our common stock immediately after this offering.

1 unchanged paragraph

This represents an immediate increase in net tangible book value of $[ ] per share to existing stockholders. Investors purchasing our common stock in this offering will have paid $[ ] more than the as adjusted net tangible book value per share after this offering. The following table illustrates this on a per share basis to new investors:

of shares of our Class A Common Stock in this offering at the assumed offering price of $[ ] per share, taking into account the automatic conversion of our Series A preferred stock that was issued in our December 2020 private placement, the conversion of the 6% convertible notes issued in our January 2021 private placement, the issuance of [ ] restricted stock units issuable to certain employees and directors under our 2020 Equity Incentive Plan following completion of this offering (which restricted stock units will be subject to certain vesting conditions), and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, and assuming no exercise of the underwriters' over-allotment option in full, our as adjusted net tangible book value as of [ ], 2021, would have been approximately $[ ] , or $[ ] per share. This represents an immediate increase in net tangible book value of $[ ] per share to existing stockholders. Investors purchasing our common stock in this offering will have paid $[ ] more than the as adjusted net tangible book value per share after this offering. The following table illustrates this on a per share basis to new investors:

3 unchanged paragraphs

As adjusted net tangible book value per share after this offering

As adjusted net tangible book value per share after this offering value per share to investors purchasing shares in this offering $ Dilution in net tangible book value per share to new investors $ Dilution as a percentage of purchase price in this offering % (*) The above table does not include the Class B Common Stock that will be was eligible for conversion, at the option of the holder, holders, into a total of 1,400,000 shares of Class A Common Stock. following 12 months after completion On April 14, 2021, our two founders converted all of this initial public offering. Aside from 1-for-10 super voting rights, the their shares of Class B Common Stock has no dividend into 1,400,000 additional shares of Class A Common Stock, bringing their total ownership to an aggregate of 16,046,668 shares of Class A Common Stock or liquidation rights in 74.3% of the Company until such time 21,604,496 shares of Class A Common Stock outstanding as of the date of this prospectus. We also amended and restated our articles of incorporation to permit immediate conversion has occurred. of the Class B Common Stock and eliminate any future issuances of Class B Common Stock.

$1.00 increase (decrease) in the assumed public offering price of $[____] per share, would increase (decrease) the adjusted net tangible book value per share after this offering by approximately $[ ], and dilution in as adjusted net tangible book value per share to new investors by approximately [ ] after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by the Company, and assuming no exercise of the underwriters' over-allotment option in full.

exercises its the underwriters exercise their over-allotment option in full in this offering, the as adjusted net tangible book value after the offering would be [ ] per share, the increase in as adjusted net tangible book value per share to existing stockholders would be [ ] per share and the dilution per share to new investors would be [ ] per share, in each case assuming a public offering price of $[ ] per share.

as otherwise indicated herein, the number of shares of our Class A Common Stock to be outstanding after this offering is based on [ ] shares of Class A Common Stock outstanding on ______, 2021, on an as converted basis, and excludes a total of [ ] shares of our Class A Common Stock issuable upon exercise of warrants; and (ii) a total of [ ] shares of our Class A Common Stock issuable upon exercise of options.

following table sets forth on a pro forma as adjusted basis, at September 30, December 31, 2020, the number of shares of Class A Common Stock, on an as converted basis, purchased or to be purchased from us, the total consideration paid or to be paid and the average price per share paid or to be paid by existing holders of Class A Common Stock, by holders of options and warrants outstanding at September 30, December 31, 2020, and by the new investors, before deducting estimated underwriting discounts and estimated offering expenses payable by us. The below table gives effect to the conversion by our two founders of all of their shares of Class B Common Stock into 1,400,000 additional shares of Class A Common Stock.

1 unchanged paragraph

(*) Existing stockholders includes, on an as converted

an as converted basis, all outstanding shares of Series A convertible preferred stock, all shares issuable upon conversion of the 6% convertible notes, the conversion of all outstanding shares of Class B Common Stock into a total of 1,400,000 shares of Class A Common Stock, and the vesting of [ ] Restricted Stock Unit shares of Class A Common.

To the extent that any outstanding

any outstanding options or warrants are exercised, new options, warrants or restricted stock units are issued under our stock-based compensation plans, or new shares of preferred stock are issued, or we issue additional shares of Class A Common Stock in the future, there will be further dilution to investors participating in this offering.

MD&A 145 changes

1 unchanged paragraph

and Analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere herein.

Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements.

iPower Inc. (formerly

Our core strategy continues to focus on expanding our geographic reach across the United States through organic growth, both in terms of expanding customer base as well as brand and product development.

We are actively developing

some of which have been designated as Amazon best seller product leaders, among others. Currently, the Company is working to expand its product line to include nutrients.

and Analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere herein. The Management's Discussion and Analysis ("MD&A") contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words "believe," "plan," "intend," "anticipate," "target," "estimate," "expect," and the like, and/or future-tense or conditional constructions ("will," "may," "could," "should," etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this form. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors.

Historical results may not indicate future

future performance. Our forward-looking statements reflect our current views about future events, are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements.

We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements.

iPower Inc. is a leading

BZRTH Inc.) is believed to be one of the largest online hydroponic equipment suppliers supplier in the United States. Through the operations of our e-commerce platform, www.Zenhydro.com, and our combined 72,000 square foot fulfillment centers in Los Angeles, California, we believe we are a leading marketer, distributor and retailer of grow-light systems, ventilation systems, activated carbon filters, nutrients, growing media, hydroponic water-resistant grow tents, trimming machines, pumps and accessories for hydroponic gardening, based on management's estimates. We have a diverse customer base that includes commercial users and individuals. Our core strategy continues to focus on expanding our geographic reach across the United States through organic growth, both in terms of expanding customer base as well as brand and product development.

developing and acquiring our private label in-house branded products, which to date include the iPower and Simple Deluxe brands, and consist of approximately 3,000 more than 2,600 SKUs of products such as grow-light systems, ventilation systems, activated carbon filters, nutrients, growing media, hydroponic water-resistant grow tents, trimming machines, pumps and many more hydroponic-related items; some of which have been designated as Amazon best seller product leaders, among others. For the second half of 2020, our top five product segments consisted of nutrients (17% of total sales), ventilation systems (16% of sales), grow light systems (9% of sales), air filtration devices (8% of sales) and gardening equipment (5% of sales). While we will continue focusing on our top products, we are working to expand its product line to include nutrients.

2 unchanged paragraphs

As a result, we have taken a number of precautionary measures, including implementing social distancing and enhanced cleaning measures in our facilities, suspending all non-essential travel, transitioning a large portion of our employees to working-from-home, reimbursing certain employee technology purchases, providing employee welfare programs, providing emergency paid time off and targeted hourly pay increases and developing no contact delivery methods.

We plan to increase investments

investments in product and brand development. We actively evaluate and pursue acquisitions of product brand names and improvements on existing products. We are also working to expand our product line to include nutrients.

We are continuing to closely

to closely monitor the impact of the COVID-19 outbreak on our business, results of operations and financial results. The situation surrounding the COVID-19 outbreak remains fluid and the full extent of the positive or negative impact of the COVID-19 outbreak on our business will depend on certain developments including the length of time that the outbreak continues, the impact on consumer activity and behaviors and the effect on our customers, employees, suppliers, and stockholders, all of which are uncertain and cannot be predicted. See " Risk Factors " beginning on page 11 13 for additional details. Our focus remains on promoting the health, safety and financial security of our employees and serving our customers. As a result, we have taken a number of precautionary measures, including implementing social distancing and enhanced cleaning measures in our facilities, suspending all non-essential travel, transitioning certain of our employees to working-from-home arrangements, reimbursing certain employee technology purchases, providing emergency paid time off and targeted hourly pay increases and developing no contact delivery methods.

In an effort to contain or

or slow the COVID-19 outbreak, authorities across the world have implemented various measures, some of which have been subsequently rescinded or modified, including travel bans, stay-at-home orders and shutdowns of certain businesses. We anticipate that these actions and the global health crisis caused by the COVID-19 outbreak, including any resurgences, will continue to negatively impact global economic activity. While the COVID-19 outbreak has not had a material adverse impact on our operations to date and we believe the long-term opportunity that we see for shopping online remains unchanged, it is difficult to predict all of the positive or negative impacts the COVID-19 outbreak will have on our business.

While the COVID-19 outbreak has not had a material adverse impact on our operations to date and we believe the long-term opportunity that we see for shopping online remains unchanged, it is difficult to predict all of the positive or negative impacts the COVID-19 outbreak will have on our business.

In the short term, we have

we have continued to see increased sales and order activity in the market since the COVID-19 outbreak. In order to keep up with the increased orders, we have hired and are continuing to hire additional personnel. However, much is unknown and accordingly the situation remains dynamic and subject to rapid and possibly material change. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, local or foreign authorities, or that we determine are in the best interests of our customers, employees, suppliers, stockholders and communities.

1 unchanged paragraph

We sell hydroponic gardening

gardening products to end users that may use such products in new and emerging industries or segments, including the growing of cannabis. The demand for hydroponic gardening products depends on the uncertain growth of these industries or segments due to varying, inconsistent, and rapidly changing laws, regulations, administrative practices, enforcement approaches, judicial interpretations, and consumer perceptions. For example, certain countries and a total of 47 44 U.S. states plus the District of Columbia have adopted frameworks that authorize, regulate and tax the cultivation, processing, sale and use of cannabis for medicinal and/or non-medicinal use, including legalization of hemp and CBD, while the U.S. Controlled Substances Act and the laws of U.S. states prohibit growing cannabis. Demand for our products could be impacted by changes in the regulatory environment with respect to such industries and segments.

1 unchanged paragraph

For the three months ended September

For the six months ended December 31,

The following table presents

presents certain unaudited condensed consolidated and combined statement of operations information and presentation of that data as a percentage of change from period to period.

1 unchanged paragraph

Other income (expenses)

3 unchanged paragraphs

However, we cannot assure that this trend will continue, and our business may be adversely affected by poor overall economic conditions caused by the ongoing COVID-19 pandemic.

for the three months ended September 30, 2020 increased 94.43% to $9,397,147 as compared to $4,833,248 for the three months ended September 30, 2019. The increase was due to an increase in sales as discussed above.

Gross profit was $5,562,788

Revenues for the three six months

ended December 31, 2020 increased 69.06% to $26,214,252 as compared to $15,506,231 for the six months ended December 31, 2019.

months ended September 30, 2020 increased 106.98% to $14,959,935 as compared to $7,227,560 for the three months ended September 30, 2019. While pricing remained stable, the increased revenue mainly resulted from an increase in sales volume. In addition to our organic growth, which we achieved as a result of improved products and more effective online marketing efforts, the increase in sales was attributable to more people shopping online and pursuing gardening and growing projects during the COVID-19 pandemic. However, we cannot assure that this trend will continue, and our business may be adversely affected by poor overall economic conditions caused by the ongoing COVID-19 pandemic.

Costs of goods sold for

the six months ended December 31, 2020 increased 55.51% to $15,703,873 as compared to $10,098,357 for the six months ended December 31, 2019. The increase was due to an increase in sales as discussed above. In addition, we experienced a decrease of cost of goods sold as a percentage of revenue as a result of selling more products under in-house brands as opposed to third party brands. See discussions on gross profit below.

Gross profit was $10,510,379

for the three six months ended September 30, December 31, 2020 as compared to $2,394,312 $5,407,874 for the three six months ended September 30, December 31, 2019. The gross profit ratio also increased to 37.18% 40.09% for the three six months ended September 30, December 31, 2020 from 33.13% 34.88% for the three six months ended September 30, December 31, 2019. The increase was due to a combination of an increase in sales as discussed above and a decrease of cost of goods sold resulting from selling more products under in-house owned brands as opposed to third party brands. The gross margin for in-house owned branded products is, on average, 20% higher than our gross margin for third party brands.

1 unchanged paragraph

administrative expenses for the three months ended September 30, 2020 increased 92.93% to $4,486,415 as compared to $2,325,381 for the three months ended September 30, 2019. The increase was mainly due to an increase in payroll expenses and overall operating activities as discussed above.

Selling, general and administrative

expenses for the six months ended December 31, 2020 increased 86.39% to $8,580,900 as compared to $4,603,669 for the six months ended December 31, 2019. The increase was mainly due to an increase in selling expenses of $2.22 million and G&A expenses of $1.75 million, which included payroll expenses and other operating expenses.

1 unchanged paragraph

Other income (expenses)

Other (expenses) consists

consists of interest expense, financing fees and other non-operating income (expenses). Other expenses for the three six months ended September 30, December 31, 2020 was $18,433 $69,133 as compared to other income of $4,926 $2,030 for the three six months ended September 30, December 31, 2019. The increase in other expenses was mainly due to an increase in interest expenses and financing fees.

Net income for the six

three months ended September 30, December 31, 2020 was $761,996 $1,337,472 as compared to net income of $52,972 $577,222 for the three six months ended September 30, December 31, 2019, representing an increase of $709,024. $760,250. The increase in net income for the three six months ended September 30, December 31, 2020 as compared to that of 2019 was primarily due to the increase in sales being higher than the increase in cost of goods sold, thereby increasing the Company's gross profit margin and net income.

For the year ended June 30, 2020 and 2019

The following table presents

presents certain consolidated and combined statement of operations information and presentation of that data as a percentage of change from year to year.

5 unchanged paragraphs

Revenues for the fiscal year

year ended June 30, 2020 increased 74.84% to $39,938,472 as compared to $22,842,765 for the fiscal year ended June 30, 2019. While pricing remained stable, the increased revenue mainly resulted from increase in sales volume. In addition to our organic growth, which we achieved through selling improved products and more effective online marketing efforts, the increase in sales was attributable to more people shopping online and pursuing gardening and growing projects during the COVID-19 pandemic. However, we cannot ensure that this trend will continue, and our business may be adversely affected by poor overall economic condition caused by the COVID-19 pandemic.

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

and 92 more changes in the filing

Business 93 changes

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

and 93 more changes in the filing

Management 62 changes

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

5 unchanged paragraphs

11 unchanged paragraphs

4 unchanged paragraphs

8 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

and 62 more changes in the filing

Principal stockholders 20 changes

4 unchanged paragraphs

4 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

and 20 more changes in the filing

Related-party transactions 15 changes

2 unchanged paragraphs

and 15 more changes in the filing

Description of the securities 108 changes

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

3 unchanged paragraphs

and 108 more changes in the filing

Plan of distribution 162 changes

3 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

and 162 more changes in the filing

Financial statements 146 changes

6 unchanged paragraphs

5 unchanged paragraphs

10 unchanged paragraphs

25 unchanged paragraphs

6 unchanged paragraphs

12 unchanged paragraphs

7 unchanged paragraphs

2 unchanged paragraphs

7 unchanged paragraphs

3 unchanged paragraphs

5 unchanged paragraphs

7 unchanged paragraphs

2 unchanged paragraphs

6 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

5 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

4 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

3 unchanged paragraphs

6 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

3 unchanged paragraphs

2 unchanged paragraphs

and 146 more changes in the filing

Other information 24 changes

6 unchanged paragraphs

3 unchanged paragraphs

4 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

308 unchanged paragraphs

2 unchanged paragraphs

33 unchanged paragraphs

and 24 more changes in the filing

Recent Sales of Unregistered Securities 6 changes

4 unchanged paragraphs

2 unchanged paragraphs

and 6 more changes in the filing

Undertakings 33 changes

1 unchanged paragraph

2 unchanged paragraphs

3 unchanged paragraphs

2 unchanged paragraphs

and 33 more changes in the filing